UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
GLOBAL EQUITY INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
--------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------
3) Filing Party:
----------------------------------------------------
4) Date Filed:
------------------------------------------------------
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
GLOBAL EQUITY INTERNATIONAL, INC.
X3 Jumeirah Bay, Office 3305,
Jumeirah Lake Towers, Dubai, UAE
INFORMATION STATEMENT
(Preliminary)
January 9, 2015
GENERAL INFORMATION
This Information Statement of GLOBAL EQUITY INTERNATIONAL, INC., a Nevada
corporation ("Company"), has been filed with the Securities and Exchange
Commission and is being furnished, pursuant to Section 14 (c) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") on or about January 20, 2015,
to our shareholders of record as of the close of business on January 7, 2015
("Record Date"), to notify such shareholders that on January 8, 2015 (i) the
Company's Board of Directors approved an amendment to our Articles of
Incorporation to increase the authorized shares of our Common Stock from
70,000,000 shares to 500,000,000 shares, subject to shareholder approval; (ii)
our Board of Directors set January 7, 2015, as the record date for shareholders
entitled to vote on the amendment; and (iii) the Company received the written
consent in lieu of a special meeting of shareholders from two shareholders
(Messrs. Peter Smith and Enzo Taddei, officers of the Company) holding
21,333,334 shares of our Common Stock and 1,800,000 shares of our Series A
Preferred Stock representing approximately 70.1% of our total voting stock
("Majority Shareholders"), approving of the Company amending the Articles of
Incorporation to increase the number of authorized shares of Common Stock to
500,000,000 described above.
While the above actions have been approved by a majority of our outstanding
shares in accordance with Nevada Corporate Law, the rules of the Securities and
Exchange Commission provide that the above actions cannot take effect until at
least 20 days after this information statement has first been sent to our
shareholders. We anticipate that the actions contemplated hereby will be
effected on or about the close of business on February 9, 2015.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY
The entire cost of furnishing this Information Statement will be borne by
us. We will request brokerage houses, nominees, custodians, fiduciaries and
other similar persons to forward this Information Statement to the beneficial
owners of our voting securities, and we will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.
You are being provided with this Information Statement pursuant to Section
14 (c) of the Exchange Act and Regulation 14C promulgated thereunder, and, in
accordance therewith, the amendment to our Articles of Incorporation and the
forward stock split will not become effective until at least 20 calendar days
after the mailing of this Information Statement.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. Accordingly, we file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any document we file at the SEC's public reference room at 100 F
Street,, N.E., Washington, D.C. 20549. You should call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings will also
be available to the public at the SEC's web site at http://www.sec.gov.
You may request, and we will voluntarily provide, a copy of our filings,
including our annual report, which will contain audited financial statements, at
no cost to you, by writing or telephoning us at the following address and
telephone number:
GLOBAL EQUITY INTERNATIONAL, INC.
X3 Jumeirah Bay, Office 3305,
Jumeirah Lake Towers, Dubai, UAE
Telephone: +971 (7) 204 7593
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
2013;
2. Form 10-Q for the quarter ended March 31, 2014;
3. Form 10-Q for the quarter ended June 30, 2014; and
4. Form 10-Q for the quarter ended September 30, 2014.
OUTSTANDING VOTING SECURITIES
The holders of our Common Stock are entitled to one vote per share. As of
January 7, 2015, we had 36,271,148 shares of Common Stock issued and
outstanding. Each share of Common Stock is entitled to one (1) vote per share.
The holders of our Series A Preferred Stock are entitled to ten votes per share.
As of January 7, 2015, we had 1,800,000 shares of Series A Preferred Stock
issued and outstanding, which entitled the holders of our Series A Preferred
Stock to 18,000,000 votes (10 votes per share).
On the Record Date, persons (Messrs. Peter Smith and Enzo Taddei, officers
of the Company) entitled to cast 39,333,334 votes (or 70.1% of total votes
entitled to be cast) voted to approve the above described corporate actions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The following tables set forth the ownership of our common stock and
preferred stock by (a) each person known by us to be the beneficial owner of
more than 5% of our outstanding common stock and preferred stock; and (b) by all
of named officers and our directors and by all of our named executive officers
and directors as a group. To the best of our knowledge, the persons named have
sole voting and investment power with respect to such shares and are beneficial
owners of the shares indicated in the tables, except as otherwise noted by
footnote.
The information presented below regarding beneficial ownership of our
voting securities has been presented in accordance with the rules of the U.S.
Securities and Exchange Commission and is not necessarily indicative of
ownership for any other purpose. Under these rules, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of the security or the power to dispose or direct the
disposition of the security. A person is deemed to own beneficially any security
2
as to which such person has the right to acquire sole or shared voting or
investment power within 60 days through the conversion or exercise of any
convertible security, warrant, option or other right. More than one person may
be deemed to be a beneficial owner of the same securities. The percentage of
beneficial ownership by any person as of a particular date is calculated by
dividing the number of shares beneficially owned by such person, which includes
the number of shares as to which such person has the right to acquire voting or
investment power within 60 days, by the sum of the number of shares outstanding
as of such date plus the number of shares as to which such person has the right
to acquire voting or investment power within 60 days. Consequently, the
denominator used for calculating such percentage may be different for each
beneficial owner. Except as otherwise indicated below, we believe that the
beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown.
(a) Security ownership of certain beneficial owners:
Title Name and Address of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership Notes of Class
-------- ---------------- -------------------- ----- --------
Common Stock Peter J. Smith, 16,333,334 1 41.59%
38 Frond "F" Palm Jumeirah,
Dubai, UAE.
Common Stock Enzo Taddei, 5,000,000 2 13.79%
Avenida Marques del Duero 67,
Edificio Bahia 2A,
29670 San Pedro de Alcantara,
Malaga, Spain.
----------
(1) Mr. Smith is the direct beneficial owner of, and has sole dispositive and
voting power over, these shares.
(2) Mr. Taddei is the direct beneficial owner of, and has sole dispositive and
voting power over, these shares.
Title Name and Address of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership of Class
-------- ---------------- -------------------- --------
Preferred Stock Peter J. Smith, 1,200,000 (1) 60.50%
38 Frond "F" Palm, Jumeirah,
Dubai, U.A.E.
Preferred Stock Enzo Taddei, 600,000 (2) 30.25%
Avenida Marques del Duero 67,
Edificio Bahia 2A,
29670 San Pedro de Alcantara,
Malaga, Spain.
3
----------
(1) Mr. Smith is the direct beneficial owner of, and has sole dispositive and
voting power over, these shares.
(2) Mr. Taddei is the direct beneficial owner of, and has sole dispositive and
voting power over, these shares.
(b) Security ownership of management:
Title Name and Address of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership of Class
-------- ---------------- -------------------- --------
Common Stock Peter J. Smith 16,333,334 (1) 41.59%
Common Stock Enzo Taddei 5,000,000 (2) 13.79%
Common Stock All officers and directors 21,333,334 55.38%
as a group (2 persons)
----------
(1) Mr. Smith is the direct beneficial owner of, and has sole dispositive and
voting power over, these shares.
(2) Mr. Taddei is the direct beneficial owner of, and has sole dispositive and
voting power over, these shares.
Title Name and Address of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership of Class
-------- ---------------- -------------------- --------
Preferred Stock Peter J. Smith 1,200,000 (1) 60.50%
Preferred Stock Enzo Taddei 600,000 (2) 30.25%
Preferred Stock All officers and directors
as a group (2 persons) 1,400,000 90.75%
----------
(1) Mr. Smith is the direct beneficial owner of, and has sole dispositive and
voting power over, these shares.
(2) Mr. Taddei is the direct beneficial owner of, and has sole dispositive and
voting power over, these shares.
There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.
4
THE APPROVAL OF AN AMENDMENT TO OUR ARTICLES
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR
COMMON STOCK
ACTION NO. 1
OVERVIEW
The Company currently has authorized 70,000,000 shares of Common Stock. On
January 8, 2015, our Board of Directors and the shareholders holding a majority
of the voting rights in the Company, approved an amendment to the Articles of
Incorporation to increase the number of outstanding shares of our Common Stock
to 500,000,000.
REASONS FOR ACTION NO. 1
The Company believes that it needs to have the additional authorized shares
of Common Stock in order to allow conversion of debt and equity securities into
shares of Common Stock and for rewarding management, advisors and personnel for
their efforts on behalf of the Company.
DILUTIVE EFFECT OF INCREASING OUR AUTHORIZED SHARES OF COMMON STOCK AND ISSUING
A SUBSTANTIAL NUMBER OF SHARES UPON CONVERSION OF DEBT AND EQUITY SECURITIES AND
AS REWARDS TO THE COMPANY'S MANAGEMENT, ADVISORS AND PERSONNEL
By increasing our authorized shares of Common Stock and issuing a
substantial number of shares of our Common Stock upon conversion of debt and
equity securities and as rewards to the Company's management, advisors and
personnel, our shareholders will suffer from substantial percentage dilution to
their shareholdings in our Company.
AUTHORIZED SHARES OF COMMON STOCK AVAILABLE FOR FUTURE ISSUANCE
Since the Company is increasing the authorized shares of Common Stock, the
Company will have more authorized (but unissued) shares to issue in the future.
The additional shares of Common Stock that will become available for issuance
could be used by our management to oppose a hostile takeover attempt or delay or
prevent changes of control or changes in or removal of management, including
transactions that are favored by a majority of the shareholders or in which the
shareholders might otherwise receive a premium for their shares over
then-current market prices or benefit in some other manner. Although the
increase in our authorized Common Stock has been prompted by business and
financial considerations, shareholders nevertheless should be aware that
approval of the proposal could facilitate future efforts by our management to
deter or prevent a change in control of the Company.
NO APPRAISAL OR DISSENTER'S RIGHTS
Under Nevada Law, shareholders are not entitled to appraisal or dissenter's
rights with respect to the proposed amendment to the Articles of Incorporation
to effect an increase in our authorized Common Stock and we will not
independently provide shareholders with any such right.
POTENTIAL ANTI-TAKEOVER EFFECT
Although the increased proportion of authorized but unissued shares to
issued shares could, under certain circumstances, have an anti-takeover effect
(for example, by permitting issuances that could dilute the stock ownership of a
person seeking to effect a change in the composition of the Board of Directors
or contemplating a tender offer or other transaction for the combination of the
5
Company with another company, the increase in our authorized Common Stock is not
being undertaken in response to any effort of which the Board of Directors is
aware to accumulate shares of the Common Stock or obtain control of the Company.
The Board of Directors does not currently contemplate the adoption of any other
amendments to the Articles of Incorporation that could be construed to affect
the ability of third parties to take over or change the control of the Company.
Release No. 34-15230 of the Staff of the Securities and Exchange Commission
requires disclosure and discussion of the effects of any shareholder proposal
that may be used as an anti-takeover device. However, the purpose of the
increase in our authorized Common Stock is to have additional shares available
for issuance upon conversion of debt and equity securities into shares of Common
Stock and as compensation to reward the Company's management, advisors and
personnel, and not to construct or enable any anti-takeover defense or mechanism
on behalf of the Company. While it is possible that management could use the
additional shares to resist or frustrate a third-party transaction providing an
above-market premium that could favored by a majority of the independent
shareholders, the Company has no intent or plan to employ the resulting
additional unissued authorized shares as an anti-takeover device.
APPROVAL OF ACTION NO. 1
The Majority Shareholders have approved the amendment to our Articles of
Incorporation to effect an increase of our authorized shares of Common Stock to
500,000,000 shares. The number of shares voted to approve the plan was
sufficient under Nevada corporate law.
By Order of the Board of Directors
/s/ Enzo Taddei
------------------------------------
Date: January 9, 2015 Enzo Taddei,
Director and Chief Financial Officer
6
APPENDIX A
EXHIBIT "A"
TO
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GLOBAL EQUITY INTERNATIONAL, INC.
Article 3 of the Articles of Incorporation is hereby amended to read in its
entirety as follows:
"Article 3.
Number of Shares with Par Value. The aggregate number of shares which this
Corporation shall have authority to issue is 505,000,000) shares, including
500,000,000 shares of Common Stock, par value $0.001 per share, and 5,000,000
shares of Preferred Stock, par value $0.001 per share."
7